UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM
__________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) December 9, 2020 (
__________________
(Exact name of registrant as specified in its charter)
__________________
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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| Item 3.03 | Material Modification to Rights of Security Holders. |
On December 9, 2020, Selective Insurance Group, Inc. (the “Company”) closed the public offering of 8,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of its 4.60% Non-Cumulative Preferred Stock, Series B, without par value and $25,000 liquidation preference per share (equivalent to $25.00 per depositary share) (the “Series B Preferred Stock”) (such offering and sale, the “Offering”). Under the terms of the Series B Preferred Stock, the ability of the Company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of the Company that rank junior to, or on parity with, the Series B Preferred Stock will be subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on the Series B Preferred Stock for the last preceding dividend period. The terms of the Series B Preferred Stock, including such restrictions, are more fully described in the Certificate of Amendment of the Restated Certificate of Incorporation of the Company (the “Amendment”), a copy of which is attached as Exhibit 3.2 to the Company’s Registration Statement on Form 8-A, filed with the Securities and Exchange Commission (the “Commission”) on December 8, 2020, and which is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws. |
On December 7, 2020, the Company filed the Amendment with the State of New Jersey Department of Treasury to establish the preferences, limitations and relative rights of the Series B Preferred Stock. The Amendment became effective upon filing with the State of New Jersey Department of Treasury.
| Item 8.01 | Other Events. |
On December 9, 2020, the Company issued and sold the Depositary Shares.
The Offering was conducted pursuant to the shelf registration statement on Form S-3ASR (File No. 333-225452), filed with the Commission on June 6, 2018, as amended by Post-Effective Amendment No. 1 filed with the Commission on December 2, 2020, and a prospectus supplement related to the Offering dated December 2, 2020.
On December 9, 2020, in connection with the issuance of the Depositary Shares, the Company entered into a deposit agreement (which is attached as Exhibit 4.2 and incorporated herein by reference) (the “Deposit Agreement”) among the Company and Equiniti Trust Company, acting as Depositary, Registrar and Transfer Agent and the holders from time to time of the depositary receipts described in the Deposit Agreement.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit |
Description | |
| 3.1 | ||
| 4.1 | Form of Certificate for the 4.60% Non-Cumulative Preferred Stock, Series B (included in Exhibit 3.1).** | |
| 4.3 | ||
| 5.1 | ||
| 5.2 | ||
| 23.1 | ||
| 23.2 |
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2).* | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
| * | Filed herein. |
| ** | Filed previously. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SELECTIVE INSURANCE GROUP, INC. | ||
| By: | /s/ Michael H. Lanza | |
| Michael H. Lanza | ||
| Executive Vice President and General Counsel | ||
Date: December 9, 2020
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